The sale of the only remaining Hendersonville-based bank would return just $2 million to investors, who have seen the value of their stock plunge from a high of $63 million 3½ years ago. While banking experts say shareholders are likely to approve the sale — legally described as a merger in the Securities and Exchange Commission reports and public announcements by Mountain 1st and First Citizens — not all shareholders are happy about the proposal. The small amount that shareholders will receive, $12 million worth of loans the bank has made to bank directors and $1.9 million in "golden parachutes" payments to top Mountain 1st officers have rankled many investors.

"It's always good for the community not to have a bank failure. There's no question about that," said shareholder James Maher, who owns more than 90,000 shares. "It's not fair that the shareholders are paid less than the top three officers. My whole contention is I believe the price is not a fair price. The price was set some time ago, (and) since that time the bank for the first nine months made a $2.36 million profit. It's turning the corner. ... I intend to vote my 90,000 shares no until we see a fair price."Under the proposal, First Citizens would buy Mountain 1st for $10 million; $8 million of the price goes to repay a federal TARP loan the Hendersonville bank received in 2008.While the bank has restructured, stemmed losses and managed its troubled loans, it has been unable to find a way to secure the capital it needs to continue operating, CEO Michael G. Mayer said in a report to shareholders. Given the constraints of regulatory supervision it agreed to in 2010, a $16 million TARP debt and the headwind of a weak economy, he said, the First Citizen purchase is the best option."We wish, as we are also shareholders, we could tell you that the Company is worth more," he said. "We must, however, deal with the facts, not hopeful opinions based on erroneous assumptions."Kenneth E. Flynt, a Western Carolina University banking professor who has been CEO of several banks and has been involved in bank sales, said given the real estate collapse that rocked all banks in N.C. mountain banks the Mountain 1st story is not that unusual. A $16 million TARP loan, made by the federal government as part of the huge banking bailout in the fall of 2008, hangs over the bank's head like a sword.Shareholders are likely to recognize, Flynt said, that 39 cents a share is better than zero they would get if regulators padlocked the bank on a Friday night."I would simply say the bank has virtually no value," he said.